NYSE: VSH VISHAY INTERTECHNOLOGY INC 8-K

Vishay shareholders approve equity plan expansion, declare $0.10 quarterly dividend

Filed May 18, 2026 · Period ending May 18, 2026 · ~1 min read

Key Changes

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Shareholders approved doubling the 2023 Long-Term Incentive Plan share pool from 6.0 million to 12.0 million shares (97.1% support), expanding equity compensation capacity for employee retention programs.

Item 5.02 verify on EDGAR →
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Board declared quarterly dividend of $0.10 per share payable June 29, 2026 to shareholders of record June 18, 2026.

Exhibit 99.1 view on EDGAR →
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Director Abraham Ludomirski re-elected with 74.6% support (25.4% opposition), notably lower than other directors who received 84-99% support.

Item 5.07 verify on EDGAR →
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Shareholders approved executive compensation with 98.8% support and ratified Deloitte & Touche as auditor with 99.6% support.

Item 5.07 verify on EDGAR →
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Plan term extended approximately 3 years and automatic exercise feature clarified to apply only to vested, exercisable options.

Item 5.02 verify on EDGAR →

Summary

Vishay's 2026 annual meeting produced two shareholder actions of note. First, shareholders approved Amendment No. 1 to the 2023 Long-Term Incentive Plan with 97.1% support, doubling the available share pool from 6.0 million to 12.0 million shares and extending the plan term by approximately $0.10 three years.

This expansion provides the company with additional equity compensation capacity for employee and executive retention programs over the next decade. The Board also declared a quarterly cash dividend of $0.10 per share payable June 29, 2026. The director elections were largely routine, with three of four nominees receiving 84-99% support. Dr.

Abraham Ludomirski's re-election drew 25.4% opposition (74.6% support), a higher level of dissent than his fellow directors but still a comfortable majority. Executive compensation received strong approval at 98.8%, and the auditor ratification passed with 99.6% support. The equity plan expansion is the most material outcome, as it signals the company's intent to continue using stock-based compensation as a retention tool while potentially increasing shareholder dilution over the plan's extended term.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Added 2023 Plan Term Extension low

Added in current filing · verify on EDGAR →

extend the term of the 2023 Plan by approximately 3 years to the tenth anniversary of the approval of the amendment by our Board of Directors

The plan term was extended by approximately 3 years to the tenth anniversary of the Board's approval of this amendment. This extension allows the company to continue granting equity awards under the plan for a longer period.

Added Automatic Exercise Clarification low

Added in current filing · verify on EDGAR →

clarify that the 2023 Plan's feature for automatic exercise of expiring stock options only applies to the extent the relevant option is then vested and exercisable

The amendment clarifies that the automatic exercise feature for expiring stock options applies only to vested and exercisable options. This is a technical clarification to the plan's administrative provisions.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Vishay held its 2026 annual meeting, electing four directors, ratifying auditor, approving executive compensation, and approving equity plan amendment.

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Added Director elections medium

Added in current filing · verify on EDGAR →

Michael J. Cody

Common stock | 70,195,520 | 33,678,479 | 6,793,734 | Class B common stock | 11,340,267 | 18,021 | - | Total voting power | 183,598,190 | 33,858,689 | 6,793,734

Dr. Abraham Ludomirski

Common Stock | 48,751,033 | 55,122,966 | 6,793,734 | Class B common stock | 11,340,267 | 18,021 | - | Total voting power | 162,153,703 | 55,303,176 | 6,793,734 | John Malvisi | Common stock | 103,197,566 | 676,433 | 6,793,734 | Class B common stock | 11,358,288 | - | - | Total voting power | 216,780,446 | 676,433 | 6,793,734 | Raanan Zilberman | Common stock | 70,202,596 | 33,671,403 | 6,793,734 | Class B common stock | 11,340,267 | 18,021 | - | Total | voting power | 183,605,266 | 33,851,613 | 6,793,734

Shareholders elected all four director nominees to serve until 2029. Michael Cody received 84.4% support, Abraham Ludomirski received 74.6% support, John Malvisi received 99.7% support, and Raanan Zilberman received 84.4% support, measured by total voting power cast. The lower support for Dr. Ludomirski reflects elevated opposition of 25.4% of votes cast.

Added Say-on-pay vote medium

Added in current filing · verify on EDGAR →

Common stock | 100,779,649 | 2,583,096 | 511,254 | 6,793,734 | Class B common stock | 11,358,288 | - | - | - | Total voting power | 214,362,529 | 2,583,096 | 511,254 | 6,793,734

Shareholders approved executive compensation on an advisory basis. The proposal received 98.8% support of votes cast by total voting power, with 2,583,096 votes against and 511,254 abstentions. This reflects strong shareholder support for the company's executive pay practices.

Added Equity plan amendment medium

Added in current filing · verify on EDGAR →

Common stock | 97,074,915 | 6,302,036 | 497,048 | 6,793,734 | Class B common stock | 11,358,288 | - | - | - | Total voting power | 210,657,795 | 6,302,036 | 497,048 | 6,793,734

Shareholders approved Amendment No. 1 to the 2023 Long-Term Incentive Plan. The proposal received 97.1% support of votes cast by total voting power, with 6,302,036 votes against and 497,048 abstentions. The amendment modifies the company's equity compensation framework for employees and executives.

Show 1 minor / wording change

Added Auditor ratification low

Added in current filing · verify on EDGAR →

Common stock | 109,860,392 | 364,017 | 443,324 | - | Class B common stock | 11,358,288 | - | - | - | Total voting power | 223,443,272 | 364,017 | 443,324 | -

Shareholders ratified the appointment of Deloitte & Touche LLP as independent auditor for 2026. The proposal received 99.6% support of votes cast by total voting power, with 364,017 votes against and 443,324 abstentions.

Event · Exhibit 99.1

~700 words View exhibit on EDGAR ↗

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Added Quarterly dividend declaration medium

Added in current filing · view on EDGAR →

the Company’s Board of Directors declared a dividend of $0.10 per share of common stock and Class B common stock to be paid June 29, 2026 to stockholders of record as of the close of business on June 18, 2026

Vishay's Board declared a quarterly cash dividend of $0.10 per share on both common stock and Class B common stock. The dividend will be paid on June 29, 2026 to shareholders of record as of June 18, 2026. The filing notes that future dividends remain subject to Board approval.